Opposites Attract
by jenniator
Summary: Gajeel can't seem to take his eyes, much less his mind, off of a certain blue haired mage. But when Gajeel finds himself confronted by the very mage that drowns in his thoughts, will he let himself have what he wants the most or will his guilt keep him away from his happiness? First fanfic, please R & R.
1. Chapter 1 - Her

**Disclaimer:** I **do not** own Fairy Tail. All credit of characters goes to Hiro Mashima. If Fairy Tail was mine, this story would have happened already.

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Chapter 1 - _Her_

Gajeel Redfox wasn't one for feelings. Hell, his usual stoic nature and dark past told everyone this much. But as he sat in his usual solitary corner in Fairy Tail, he couldn't help but crack a small grin as the boisterous group started another drinking contest. Normally, this would have been a fun filled drinking contest with a couple friends, but since Fairy Tail didn't seem to understand what the norm was, he wasn't shocked as this contest soon turned into an all out battle.

He watched in mild amusement as Natsu sped past him while throwing his empty mug at Gray, claiming that he was cheating. He then saw a _very_ naked ice mage running past, throwing a chair back in retort while a hysterical blonde celestial mage trailed after both of them, yelling at Gray to put some clothes on and for Natsu to stop breaking the guild's property. Gajeel slumped back into his chair lazily, using the wall behind him and his arms as a pillow and chuckled silently as the battle unfolded. Although he didn't want to admit it, he knew that this new guild, or rather his new family, had changed him.

He was content about everything in his life, at least when he wasn't thinking about _her_.

Levy, the girl who was everything he wasn't and couldn't be. She was small, intelligent, caring while he was built from years of harsh battle and preferred to smash someone's face in rather than having a conversation. She was the girl who had managed to break into the walls he had built and taken his iron heart and melted it with just her smile.

Especially after partnering up with her in the S-Class Exams, he couldn't stop the subtle stares or the tightness he felt in his groin area every time he saw her in that curve-hugging dress…

_Shit! Get a hold of yourself! _

Gajeel tried to pry his thoughts away from her alluring body and shifted uncomfortably in his chair, trying to suppress the blood rushing down to his groin area. As much as he forced himself to stop this almost maddening attraction towards her, he just couldn't help it. The infamous Iron Dragon Slayer had fallen hopelessly and miserably in love.


	2. Chapter 2 - Him

**Author's Notes:** Here's chapter 2! Yes, I know there isn't any interaction between Levy and Gajeel yet, but I wanted to write out the feelings that both feel for each other before any lemony fluffiness.

Enjoy, and please review!

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Chapter 2 - _Him_

Levy walked into the bustling guild, a smile on her face and a slight skip in her walk. She finally had some time alone, her teammates Jet and Droy off on some 'manly' mission with Elfman who had quite forcefully taken them on several days ago. She loved both of her partners but it wasn't a secret that they were pretty useless in battle and it was usually her that finished up a mission.

She made her way carefully through a fight between a naked Gray (covering her eyes away from _that_ area of his body) and Natsu, flames and icicles flying wildly around both of the mages. Levy could occasionally spot Lucy in the middle of the fight, her muffled shouts of protest blocked by the constant bickering of her partners.

"Is that all you got, you perverted ice stripper?!"

"What did you just say to me, flame brain?!"

Levy quickly sidestepped an icicle coming her way and discreetly made her way to her usual spot, surprisingly without a scratch. She immediately made herself comfortable in her chair, taking out a book and placing it on top of the table. She giggled at her hopeless best friend being tossed around in between her partner and teammate. Gray forcefully grabbed Lucy's wrist and pulled her towards him, causing her to collide right on Gray's bare chest.

This, of course, caused a very jealous Juvia to jump into the battle and yell, "Get your hands off of Gray-sama, you love rival!"

Juvia desperately clung to Gray's arm, tears comically falling down her face when Natsu let out a small growl and pulled Lucy possessively away from Gray. Natsu draped his arms around Lucy, shooting daggers at Gray and saying something about finding his own partner. This caused Lucy to blush and Natsu, being as dense as he was, frowned asked Lucy if she was feeling feverish because of her sudden change in color. Happy, who was trying and miserably failing at giving Charle a fish, turned around saying, "she liiiiiikes him" with the roll of his tongue.

Levy couldn't help but laugh as Lucy used her "Lucy Kick!" on Natsu, Happy, and Gray in her embarrassment. Levy found that Lucy's feelings towards the Fire Dragon Slayer adorable and knew that they were perfect for each other. Of course, with Natsu's denseness and Lucy's shyness Levy knew it would be quite a while before any advances were made between the two.

She focused her attention back at the book in front of her, clearing her thoughts about Lucy and her Dragon Slayer crush, knowing that it would make her think about _him_.

_Him_. Gajeel Redfox, the mage that had terrified her in the beginning with his iron piercings outlining his body and his cold, impassive face; but he now was the main cause of her lying awake restless at night. She couldn't find the reason that made Gajeel so attractive to her. He was rude and blunt, answering with an occasional grunt or shrug when someone tried to make an effort to talk to him only to be followed by a stare that would cause a shiver down anyone's spine.

But after a shocking claim of wanting to be her partner for the S-Class Exams, she had warmed up to the Iron Dragon Slayer. The constant training and battling as partners with him had shown Levy the side of Gajeel most people couldn't see. She had often found his lips curl into slight smiles and glimpse warmth in his usual grim, red eyes when having a conversation with her. She blushed a bit, daring to think that it was her that caused that slimmer of contentment in his eyes, but convincing herself otherwise. She had come to realize that she liked his presence around her, knowing that it was only her that could claim the place next to him without causing him to move away or grunt in discontent.

Levy knew Gajeel wasn't one for words, but his occasional light brushes of her hand with his own had Levy's heartbeat skyrocket. Her heart sometimes raced at just the thoughts of him. The wide and built shoulders he had, the sculpted abs and traces of faint scars from old battles she could make out when he took his shirt off, his mouthwatering waist and his thick yet strong fingers, imagining the pleasure those fingers could give her…

Levy moved around a bit in her seat, mentally cursing at herself as a light throbbing formed between her legs. She tried to rub her thighs together discreetly, trying to relieve some of the tension that had built only at the thoughts of him.

She let out a defeated sigh and ran her hand through her hair; she had come to realize that she didn't just like him. No, _like_ was a weak word for what she felt for him now.

She had hopelessly and miserably fallen in _love_ with the Iron Dragon Slayer.


	3. Chapter 3 - Notice Me

**Author's Notes: **Hi everyone! I know I haven't updated for over a month but I had massive writer's block and not enough time to write! Here's chapter 3, hope you enjoy and don't forget to review and rate. :)

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Chapter 3 – _Notice me_

Gajeel's eyes were glued to the petite Solid-Script mage that had finally found her way through the (still fighting) ice and fire mages. He silently watched as she gently placed her book on the mahogany table and immediately started to indulge in the pages of words that he knew he could never understand. He licked his lips as he noticed her baby blue lightly rimmed dress she had on today, showing most of her gorgeous legs and tight ass. His eyes traveled up towards her torso, pausing for a moment at her small yet still perfect breasts. Sure, Levy wasn't as endowed as the other girls in the guild like Bunny Girl, but he was more of an ass type rather than breasts so it didn't really matter all that much to him.

He contemplated if he wanted to go to her and decided to do so. He made his way through the guildhall, ignoring Natsu as he tried to lure him into a fight. Surprisingly, he had realized that he preferred being in Levy's presence rather than sparring with other mages.

He pulled up a chair next to Levy, who was too engrossed in her reading to notice him. He tried to be subtle and placed his head on the table, continuing to stare at her. This still didn't pry Levy from her book so he decided he didn't want to be ignored any longer. He took his hand and ran it slowly through her unique colored hair, holding back a surprise at how soft it was. She pushed her head slightly to the feeling and let out a small sigh of content but didn't acknowledge Gajeel's presence. He rolled his eyes at her unintentional ignorance.

"Oi, Shrimp."

"Shrimp!"

"Shorty!"

He tried to lightly poke her side but when he received no reaction other than an annoyed huff, he grunted in irritation and decided to get her attention in a different way. He reached his hands around her slim waist, lingering for a bit longer than he should have, and hoisted her off from her chair onto his lap.

Levy yelped and tore her eyes away from her book and finally looked at Gajeel, a light blush spreading across her cheeks.

"Ga-Gajeel? When did you get here?" She asked, finally putting her book down.

"I was trying to get your attention for a while now Shrimp, you were just too into your book."

She puffed her cheeks out and gave him a glare. "It's an awesome book. It's about this girl who found her way to a dungeon where she finds a man who was cursed into becoming a dragon…" Her voice trailed away and blushed deeply, realizing her position on Gajeel's groin.

"Eh? Ehh! How did I get here?!"

"Gihee, you've been on top of me for a while now, Shrimp." He chuckled at his own euphemism, laughing even harder when Levy turned another shade of red.

"Baka Gajeel!" She playfully pounded her fists into his chest, trying to get off from his lap.

"Where do you think you're going? Gihee." Gajeel put his arms around her waist, keeping her from hopping off of his lap and snuggling his head into her neck. She started to giggle.

"Wait, Gajeel stop I'm ticklish! Let me go please!" She tried to push away his head but Gajeel stubbornly stayed at the crook of her neck, dwelling in her cherry-almond and ink scent.

"No. I don't want to let you go." Gajeel whispered, his lips brushing softly against her ear. Levy stopped her squirming and slowly turned to face him, her face still bright pink from embarrassment. Gajeel leaned in closer, their noses almost touching. Questioning hazel eyes met red, confusion etched on her face.

"Gaje-"

She was abruptly cut off as one of Gray's icicles flew dangerously close to her face. Gajeel immediately responded by jumping off the chair, putting a protective arm around Levy and molding his arm into iron and deflected the rest of Gray's attack.

"Oi, Iron head! Quit flirting with Levy and get your ass over here!"

"You bastard! I'll pound you in you perverted fucker!"

Gajeel released Levy from his grasp and turned to her.

"I'm sorry." His voice was barely a whisper, his eyes a stormy red and his face delineated with uncertainty. Levy didn't have a chance to reply as Gajeel turned around and charged towards Gray.


	4. Chapter 4 - Baka

**Author's Note: **I'm sorry it takes so long for me to update! I'm finally on break now so I'll have more time to write and update more often :)

OH and I'm not Japanese so I'm not entirely sure how honorifics work. If my honorifics are wrong please don't hesitate to critique me!

Enjoy.

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Chapter 4 - _Baka_

The next several days it seemed to Levy that Gajeel was avoiding her. Well, not that he _seemed_ to be, he was _actually_ avoiding her. Confused and wanting answers, she had looked for him the moment she had walked into the guild the day after their awkward encounter, but she had been stalled by Jet and Droy who gave Gajeel a chance to quietly slip away.

The next several days were the same, leaving Levy gloomy and frustrated as the Iron Dragon Slayer made it evident that he didn't want to talk. She saw him all somber-like in his usual corner of the guild, tossing glares at everyone that went by. This would have been normal if he hadn't been shooting daggers at Levy as well, which he never used to do. To make matters even more complicated, every time Levy tried to talk to him he would just grunt and try to leave.

By the end of the week Levy had had enough. She stopped her constant efforts of trying to talk to Gajeel and decided to take the matter into her own hands. After saying her usual greetings to Jet and Droy, Levy made her way to the Take-Over mage.

"Mira-chan!" Levy waved her hand towards the barmaid, capturing her attention.

"Ah, Levy-chan! What can I help you with?" Mira noticed a slight blush spread on her friend's face, causing her to smile a knowing smile. "Ohhhh. It's about _him_ isn't it?" She placed an emphasis on the word "him", causing Levy's face flush to a cute red.

"Mira! Don't tease!"

Levy placed her hands on her face, trying to hide her blush. Mira smiled, causing a slight chill to run down Levy's spine. Everyone knew that Mira was the guild's "match maker" and she probably knew everything about everyone in the guild. Knowing her, she probably already had a devious plan hatched to get the Iron Dragon Slayer and the Solid Script mage together. Levy didn't even want to think about that.

"B-but yeah it is. But I only want to know where he lives." She tentatively looked at Mira, silently pleading with her. Mira gave out a defeated sigh knowing that her fabulous plan wasn't going to be needed. She gave Levy a knowing look and didn't say anything but grabbed the nearest napkin and a pen and scribbled some directions down.

"Good luck, Levy-chan." She gave Levy a wink as she passed the napkin to her and Levy just nodded and thanked her.

She clutched the napkin in her hand and made her way out of the guild, heading for Gajeel's place.

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Gajeel's POV

_Damn. Damn damn damn._

Gajeel was currently lying on his bed, trying to get over a light hangover from the night before. Gajeel had been wallowing in his own misery for the past week. He didn't know what to feel anymore and every time he tried to think things through he became confused by his own feelings. He chose to get drunk at every bar he saw, his ominous presence causing all the bartenders to place a pint in front of him without question. He sighed, knowing that he had to face Levy at some point but he felt that drowning in liquid melancholy was the better idea. He tried his best to stay away from Levy but realized just how much space she had already taken in his heart. Every time he tried to stumble his drunken state to his apartment, he couldn't get her out of his mind. He sighed and got up, groaning at the light thumping in his head as if to punish him for the amount of booze he had last night.

Then he heard a knock. He stopped in his tracks, confused. No one knew where he lived. Well, at least that's what he thought. He had to question his privacy given the fact that the members of the guild had a habit of stalking.

_Knock knock KNOCK_

The last knock was a lot louder than the rest, causing Gajeel's questioning feet to walk towards his door faster. He grabbed the doorknob, feeling its cool steel before opening the door. What he first saw was a very familiar color of hair – a deep blue, an almost soothing blue leading down to a not so serene mage.

"Gajeel." Her voice was unmistakably dipped with anger.

_Shit.  
_


	5. Chapter 5 - Anger

**Author's Notes:** Hello everybody! Here's another chapter. I'm thinking maybe one more chapter after this one (filled with lemony goodness, I promise) and maybe an epilogue after? Not sure yet. Oh and Levy might seem a bit OOC here but everyone has a breaking point and I feel like this would be how Levy's would be. Enjoy! :)

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Chapter 5 – _Anger_

The Iron Dragon Slayer was _terrified_.

No, scratch that. He was **_scared shitless_**.

He felt a sharp wound in his pride by the fact that a mage that was only half his size was causing a shiver to run down his spine (which rarely happened unless it was Mira, he was convinced the barmaid was Satan in human form). But he was paralyzed in the doorway, trying to decipher if he was still drunk and having a case of schizophrenia or if a very red-faced, pissed off Levy was actually there.

His question was answered when Levy's sharp voice broke the silence.

"Gajeel Redfox, you have some explaining to do, you asshole!" the blunette fumed, her voice quivering slightly at the end. Gajeel could swear he saw steam coming out of her ears.

The first coherent thought Gajeel had was that Levy speaking in indecency was _so very hot_. Plus he realized an _angry_ Levy was a _very sexy_ Levy, but those thoughts were highly inappropriate at the moment. Gajeel shook his head and blinked, mind adjusting back to the matter at hand.

"Levy I-" Gajeel began, trying to think of something to calm the enraged mage down. Gajeel was a man without many words so this was going to be challenging...

Levy looked up at him, deep hazel eyes clashing with blood red. The usual joyful hazel was now stormy, painted with anger and hurt. He sighed in defeat and pulled her into his house, closing the door behind them with his foot.

Levy huffed in annoyance as Gajeel led her to the couch. He dropped down next to her, pulling his hands through his dark hair and letting out a frustrated grunt. He glanced at the Solid Script mage, who was now pouting with her arms crossed over her chest. He knew that face – it was the same face she made before she hit him with that damn bag at the S-Class exams. He winced at the memory.

"Don't make that face, Shrimp. You know I don't like that face."

Levy chose to ignore him and pouted even more, letting out a small huff in addition to her pout. They held gazes for a moment; Gajeel silently pleading while Levy was still glaring. This was almost comical since it was usually Gajeel who wore a menacing glare. Gajeel couldn't help but find that Levy's face, her cheeks now puffed out in annoyance, was adorable.

God he had become so damn sappy.

He decided against voicing his opinions to save himself from a smack in the face as his eyes dropped down to the red satchel next to her. Uncomfortable silence fell between the two and Levy finally dropped her pout, her anger beginning to dissipate.

"Why have you been ignoring me?" She questioned, quivering slightly as she placed a timid hand on his knee. He frowned, trying to form an answer to describe the war waging between his head and heart without sounding like a complete fool.

"I've been confused." Gajeel responded slowly, watching Levy's face intently. She made a face as if to say "no duh".

"So you thought ignoring me would solve the issue?" She used a patronizing tone, causing Gajeel to tense up. He grabbed Levy's hand and started to distractedly play with them, not wanting to look at her face. This was very unusual for him, he never initiated contact with another person unless in battle. But damn, Levy just made him do things he never would have thought of doing.

"I'm sorry," he began, stealing a glance at Levy's face again. Her gaze began to soften. "I don't deserve this. This friendship and these _feelings_ towards you. I don't deserve you in general. You're small, you're liked, and hell you're fucking adorable," Gajeel paused and looked up at Levy, his heart thundering in his chest. "I'm a goddamn monster. I can't go back and change what I've done. I'll just hurt everyone again. We," he pointed to him and then to Levy, "this should have never happened." Gajeel felt a sharp pain in his heart knowing that although this friendship shouldn't have happened, but he had wanted it so badly. Although he knew he didn't deserve her, it was almost as if an unknown magnetic pull drove him to this small mage. She was almost like a drug, intoxicating him with every smile and every melodic laugh. It was tearing him apart. He used his other hand to cover his face in stigma.

His confession caused Levy's hand to tense up slightly, but Gajeel continued to play with her small hands; it was unusually soothing. They fell into an uncomfortable silence and Gajeel focused on her petite hands, examining them as if they were the most interesting things in the world. He had never talked about his feelings to another person, ever. He had only ever talked heart to heart with his cat Lily, but even then he never confessed anything so heavy like this. Plus, he had never complimented anyone outright like this either. Well that lengthens the list of things Levy makes him do. He felt like he was beginning to lose his "arrogant asshole" image.

"You should leave." His voice was grave and scratchy, it almost startled him at how drained he felt.

Silence enveloped the two and Gajeel continued to wallow in his own self-pity, waiting for Levy to get up and leave.

But then he felt a punch. Then several other ones up and down his bicep.

"Stupid Gajeel! Stupid stupid stupid!" Levy hissed, continuing to hit him. Gajeel fell off the couch in shock, landing on the floor. Her punches didn't hurt at all considering her arms were tiny but it startled him that Levy was actually hitting him.

Levy got off the couch and followed Gajeel to the floor, straddling him. She grabbed his collar, her face red and panting lightly. Gajeel had never seen this side of her.

"What are you saying 'you don't deserve me'? It's more like _I_ don't deserve _you_!" Gajeel, still stunned at Levy's attack just stupidly gaped up at her. "You're strong, you're reliable, and hell, you're actually useful in a fight!" She slowly let go of his collar and slumped down on top of him, burying her face in his chest. She wiped away a stray tear on her cheek and mustered up the strength to look at Gajeel. "That night-" she paused and took in a deep breath, looking straight into Gajeel's red eyes. "It was the past. It _is_ the past. I forgave you for that a long time ago," She fell onto his chest, burying her face in his shirt. "I wanted this. Well, whatever this is." She mimicked Gajeel's movements from before and pointed to herself and back at Gajeel.

"Do you not understand? If I held anything against you for that night...we would never have been friends," she paused, and buried herself deeper into his chest. "I would never have fallen in love with you." She clenched onto his shirt tighter, sounding defeated. Her voice was barely a whisper and even with Gajeel's heightened senses it was challenging to make out what she said. Gajeel almost choked as her words started to sink in. Levy had just confessed to him.

_Levy had just confessed to him._

Gajeel was drunk. Yes, that was the most logical explanation. This was just another one of his fantasies, a delusion he created in his own head. Levy would never confess to him…right?

But Gajeel could feel her rapid heart beat on his chest, her tears beginning to soak his shirt. He could feel the trembles of her cries and the weight of her body on his.

No, this wasn't a fantasy anymore. _This was real._

Gajeel couldn't contain the spread of warmth he felt in his chest. He broke into a massive grin and embraced her in a hug, all the guilt, pain, and pent up frustration disappearing as his heart was filled by those three words. She lifted her head in confusion and Gajeel didn't hesitate. He planted his lips on hers, closing his eyes and for once, letting his heart take over his mind. She was reluctant at first, but she moved her lips in sync with his, letting a small groan escape her lips. Gajeel took this opportunity and slid his tongue into her mouth, letting out a small moan as he tasted her.

When they broke apart for air she had a confused look on her face, her fingers caressing where his lips had been. Although she had tearstains down her red tinted cheeks and her eyes were slightly puffy from crying, to Gajeel she was breathtakingly beautiful. He pulled her to his chest again and smiled.

"I love you too."

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*makes inhuman fangirl noises*

Honestly, I was going to make Gajeel take charge and let him confess first but a badass Levy seemed too good to pass up ;)

Until next time!

Thanks for reading :)


	6. Chapter 6 - To New Beginnings

Chapter 6 - To New Beginnings

Author's Notes: Hello everyone! So this is my final chapter of this fanfic. It's filled with lemony goodness so viewer discretion is advised!

As always, I do not own Fairy Tail.

R&R and enjoy :)

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_When they broke apart for air she had a confused look on her face, her fingers caressing where his lips had been. Although she had tearstains down her red tinted cheeks and her eyes were slightly puffy from crying, to Gajeel she was breathtakingly beautiful. He pulled her to his chest again and smiled._

_"I love you too."_

* * *

Levy froze in his grasp as the words began to sink in.

Wait, _what_?

She abruptly lifted her head from the Dragon Slayer's chest, her heart rapidly beating.

"What?" She croaked, her voice sounded alien to her own ears. Gajeel just chuckled as she stared at him with wide eyes. He used his elbows to lift them up, moving his hands to her hips and leaning in again.

"I love you." He repeated himself again and this time he said it with absolute certainty. Any form of guilt and insecurity that lingered withered away, leaving him with nothing but her. He leaned in and claimed her lips again, grinning when she let out a small contented sigh as they broke apart.

Levy's trembling fingers traced her tingling lips where his had just been, feeling a light buzz throughout her body. She continued to stare at the grinning man beneath her, her mouth gaping open like a fish.

"I-wait, what?" She asked again, still dumbfounded. She had said her confession in certainty of being rejected, but his response made her head spin and she was sure she had stopped breathing.

Gajeel rolled his eyes, "You're supposed to be the smart one here, Shrimp. Gihihi." He leaned closer to the confused bluenette, holding onto her gaze.

"I love you." He said again, kissing her softly on the nose and beaming. Levy sat there, straddling Gajeel's lap as his words finally sunk in. She searched within his red eyes for any form of insincerity, but her eyes began to tear up as she found none. Gajeel's smile slipped into a frown.

"Shrimp? Ah, d-don't cry. " Gajeel fumbled with his hands awkwardly, not knowing what he should do for the crying mage.

He was always bad at comforting people; it was probably because he usually didn't give two shits about them, but with Levy crying in his arms he wondered why he was so useless at times like these.

"Shorty what's wrong?" Gajeel hesitantly used his fingers to wipe away the tears while he kicked himself mentally as she began to cry even harder. He wasn't good at these kinds of things, dammit!

Levy noticed his futile attempt at trying to console her and laughed through her tears, giggling slightly at Gajeel.

"No, I'm just really really happy, that's all." She dried her eyes with the back of her hand and beamed up at him, her eyes regaining its usual spark. He sighed in relief and wrapped his arms around her, protectively trapping her in his arms.

"Well you're mine now, Shrimp. You can't back out anymore." He growled, pulling her in even closer. Levy regained her composure from crying and giggled quietly, flicking the Dragon Slayer in the head playfully.

"Didn't expect you to be so possessive, Gajeel." She retorted, her fingers tracing his chiseled jaw, slowly caressing his rugged face. She couldn't believe she was doing this. She had finally confessed to the man of her dreams and her feelings had been reciprocated. If she died now, she would have died happily.

Gajeel beneath her trembled as a chuckle spread throughout his body. He grabbed Levy's fingers that roamed his face and intertwined them with his and dipped his face to her neck, nibbling her silky skin with his abnormally sharp canines. He indulged in her scent - cherry-almond and ink, feeling as if he was intoxicated by it. He grinned into her skin as he heard Levy let out a contented sigh and he began to trail fiery kisses up her neck, stopping only to claim her lips again.

This time Levy responded to his kiss with equal fervor, a shiver running thorough her body like electricity as Gajeel's tongue captured hers. He kissed her with so much passion that Levy almost melted in his grasp as his tongue tasted her thoroughly. Levy felt a burning sensation run through her body, aching to be satisfied. She ran her hands across Gajeel's broad shoulders, admiring every taut muscle her hands ran over. She slowly slipped her tongue out to meet his, grinning inwardly when she heard a throaty moan from the man beneath her. She slowly grinded her body on his, feeling him throb within the layers of clothing between them. This earned her a louder moan and his hands grasped her hips and impatiently pushed her onto him, trying to relieve his need with almost painful friction.

Levy ran her hands through his thick black hair, pulling lightly as he deepened their kiss. Levy responded, slowly moving her hips in a circular motion on top of Gajeel's groin, teasing him.

Levy being inexperienced was something she was always teased about but given the fact that she read some raunchy romance books in her pastimes and the way she was teasing Gajeel now, it did not cease her movements. Gajeel's hands roamed freely on her body, caressing her dips and curves repeatedly, almost as if he was trying to burn it all to memory. They broke apart reluctantly for air and Levy took this chance to drop her hands to the bottom of his shirt, tugging on it in impatience. Gajeel in understanding pulled off the annoying fabric and helped Levy pull off her dress, both itching for more contact.

As Levy's dress was pulled off, Gajeel had to concentrate on stopping a bloody nose as his eyes took in her petite yet beautiful body. She was wearing a matching set of black lacy panties, leaving absolutely nothing to imagination as she sat bare for him. She quickly covered her chest as he unclasped her bra, a red blush forming on her cheeks.

"Don't hide yourself from me, Levy. You're beautiful." Gajeel softly murmured into her ear as he pulled her arms away from her chest, trailing hot kisses down her collarbone. The use of her actual name caused Levy to comply, letting Gajeel grasp her soft globes, licking and nibbling on her hard nipples. She let out a low moan as he teased her, feeling a coil tighten in her body, aching to be released. She began to lightly rub herself on his groin, trying to relieve the throbbing ache between her legs. In any other situation she would be embarrassed, but him teasing her nipples and lust running through her body, she seemed to lose her inhibitions.

Gajeel stopped his teasing as he felt his cock throb almost painfully against Levy's wanton movements. He moved back to claim her lips and wrapped his arms around her as he abruptly stood up, causing Levy to wrap her legs around his waist. Without breaking their kiss, Gajeel managed to move them to his room, lightly dropping her onto his sheets.

"Please Levy, tell me I can have you." His voice was almost strangled, eyes burning with lust and need as he crawled on top of Levy. She answered by placing a scorching kiss on his lips and it was enough for Gajeel to pull off the remainder of his clothes and toss them behind him. He jumped back onto her body, nibbling and kissing down her torso and slowly pulling off the last piece of clothing that covered her womanhood. Gajeel stole a glance at her face and almost came at the sight. Her face was a flush of pink, her breathing erratic, and her eyes half lidded as she watched him.

He redirected his attention back to her soaked womanhood, his cock throbbing as her scent hit him, leaving him crazy with want. He greedily licked her core, tasting her for the first time. Levy immediately tensed up, her hands clawing at the bed sheets beneath her as his tongue continued to pull her to the edge. He inserted his finger inside her hot cavern, and when he heard Levy let out the sexiest noise he had ever heard he added another. His neglected cock was dripping with pre cum and he let out a groan as Levy began to move her hips onto his fingers, begging him to go deeper.

"Gajeel…please! Oh god, please! I need you." Levy's voice was laced with need and her fingers were clenching the sheets beneath them, her knuckles turning white. Gajeel growled and pulled his wet fingers out of her and replaced it with the head of his pulsing cock. He looked at Levy, looking for any trace of uncertainty and when he found none, he began to slowly push into her pulsing heat. He growled in pleasure as her heat clenched around his cock deliciously. His cock hit a thin barrier marking her purity and he pulled Levy into another searing kiss.

"This is going to hurt." He whispered tenderly into her ear and gave a hard thrust, tearing her barrier until he was fully seated inside. She gave out a whimper of pain, small tears beginning to run down her face. His heart broke at her pain and murmured sweet nothings as he kissed her tears away in silent apology. Levy slowly adjusted to the feeling of him inside her and got over the initial shock of pain. She could feel him hard and throbbing inside of her and she had never felt so _full_. Levy adjusted to his size and hooked her legs around him, giving him permission to move. He tentatively rocked his hips, his eyes never leaving hers as he looked for any more signs of pain. But Levy just moaned his name as the pain was replaced by intense heat and pleasure. She began to push herself onto him, urging him to move faster as moans of his name slipped out of her bruised lips.

His name was repeated continuously from her lips as he pounded into her mercilessly, both trembling for release. He slipped his hand to where they were joined and rubbed her clit, which had her crying out in complete bliss. He swallowed her final scream with his lips as she finally came undone in his arms. The convulsions of her orgasm caused Gajeel to follow suit, her name on his lips as her clenching muscles milked him of his seed as he came inside of her.

They both fell onto the bed in satisfaction, trying to catch their breaths and calm their pounding hearts. Gajeel lazily switched their positions, pulling Levy on top of him and reaching around to pull the covers on both of their tired bodies. He slowly pulled out of her and groaned slightly at the erotic sight. Levy chuckled lightly and burrowed her face into his chest, letting out a noise of content.

"I'm so tired." She whispered into his chest, but he could hear her smile in her words. Gajeel wrapped his arms around the bookworm and nuzzled his face into her azure hair.

"Then go to sleep, shorty." He paused before he continued.

"I love you."

Levy smiled up at him tiredly.

"I love you too."

They fell asleep and every beat of Levy's heart slowly melted his own, washing away the guilt that had lingered for so long.

And finally, he was free.


End file.
